I didn't want it to be horrible. I didn't want it to taint the Oz legacy and sully my memories of "The Wizard of Oz," one of the greatest movies ever made, perhaps the greatest (take that "Battleship Potemkin" and "Citizen Kane"!). I didn't want to lose my deep affection for Dorothy, Toto, the Scarecrow, the Tin Man and Cowardly Lion. I didn't want to recalibrate my dread of seeing the Wicked Witch of the West, the green-meanie who so scared me when I was 7. What am I saying? She still scares me.

NFL coaches say that because losing is so horrendous, when they actually win a big game it does not fill them with joy but rather a sense of relief.

That was how I felt after seeing the new Oz movie, relieved. I was thrilled that it wasn't an insulting, derivative, purloined pile of Hollywood goo.

In fact, it's quite good.

It's not trying to replace, rehash, outdo, usurp or update the original. It's just trying to pre-date it.

Director Sam Raimi shows great respect for the classic fantasy-musical from 1939, while creating a new, simpatico story, derived from the many Oz books of L. Frank Baum. We still start out in dusty Kansas in black-and-white. Oscar Diggs, played by James Franco, is a conniving carnival con man. Like Dorothy, he is carried away bya tumultuous tornado. Oscar, Oz for short, clings to his carnival hot-air balloon and is whisked to a wondrous land. And the movie transforms into glorious, bursting colors.

The early moments, with less-severe 3-D, are also played on a small boxy screen. When the film kicks into color mode, the picture expands horizontally to full wide screen, enhancing the effect. Once in the new realm, Oz quickly encounters three troubling witches: Rachel Weisz as Evanora, who oversees the Emerald City; Mila Kunis as her sister Theodora, initially smitten with the wizard; and Michelle Williams as Glinda, who can float inside bubbles.

Great casting. All three women provide an incandescent injection of beauty with a slice of mystery and mischief.

As with the hugely successful stage musical, "Wicked," which is the Oz tale from the witch's perspective, the film is an origins story. Screenwriters Mitchell Kapner and David Lindsay-Abaire mined the Baum books to create a prequel and introduce us to some other Oz inhabitants along with the Munchkins, including Quadlings, Winkies and Tinkers, elderly inventor-engineers led by Cleveland-native Bill Cobbs (see related story). This Oz has a more diverse population than the 1939 version, with black and Asian citizens.

"Oz the Great and Powerful" ends up being a perfect set-up to "The Wizard of Oz." The films could be included on some future triple-bill with the movie version of "Wicked" (due in 2014 from "Billy Elliot" director Stephen Daldry).

Raimi, best known for his "Spider-Man" trilogy, filmed the entire $200 million production on seven soundstages at Michigan Motion Picture Studios in Pontiac, Mich., from July to December 2011. The former GM truck- designing plant was home to 30 sets, 36 Munchkins, nearly 2,000 costumes and 5,000 gold coins, created for the Emerald City's treasure room. Not that you'll see them up close, but the coins feature L. Frank Baum's image on one side, and the Yellow Brick Road on the other.

They could have filmed in a virtual environment, something two-time Oscar-winning production designer Robert Stromberg had created for "Avatar" and "Alice in Wonderland." But Stromberg argued for actual sets that would look more fantastical and lend the proceedings a stage quality.

"The world of Oz, as L. Frank Baum created it, has many different counties and lands and seas and impassable deserts," says Raimi in the film's production notes. "It's an entire world that Baum depicts, therefore the film had to be done on a tremendous scale. As large as the 'Spider-Man' films were, that was a fantastic character in a city we knew, Manhattan. It wasn't a created world."

The perspective of the sets enhances the 3-D for fabulous visuals. But it's not all old-school soundstages. Seven hundred CGI artists also worked on the production. The use of 3-D in this one, often a waste of time and money, was well worth it.

Rosy-cheeked Frank Morgan played the wizard in the 1939 classic. He also played Professor Marvel, the gatekeeper, a carriage driver and a guard. The wizard is only required to play one role in the new film.

Raimi originally wanted Robert Downey Jr. as Oz and, after the Iron Man actor pulled out, reportedly tried to woo Johnny Depp. Franco, who knew Raimi well from playing Harry Osborn opposite Tobey Maguire in the "Spider-Man" movies, held a trump card from childhood: He had read all 14 of Baum's Oz books.

As for the flying monkeys . . .

Well, Oz is joined in his witch battles by an adorable winged monkey named Finley (voice of Zach Braff). But he's a good fellow and doesn't fly that much.

The wicked witch's army of hairy flying beasts gets a curtain call in "Oz the Great and Powerful." Except this time, they are snarly, toothy, computer-generated baboons.

Oz and its inhabitants have fascinated us for more than a century in novels, Broadway shows, comic books, cartoons, lame high school musicals, trippy Pink Floyd synchronicity and an Elton John album cover. A look at some of the entries in the Oz canon.

• In print: Lyman Frank Baum (1856-1919) published "The Wonderful Wizard of Oz" in 1900. He wrote 13 more Oz books, including "Ozma of Oz," "Rinkitink in Oz," and "The Patchwork Girl of Oz."

• Onstage: Baum co-produced a musical that debuted in Chicago in 1902 and hit Broadway in 1903. Dozens of productions followed. "The Wiz" (later a movie with Diana Ross and Michael Jackson) ran for four years on Broadway in the '70s with Stephanie Mills as Dorothy. The phenomenally successful "Wicked," with Idina Menzel as Elphaba and Kristin Chenoweth as Glinda, debuted in Oct. 2003 and is still running on Broadway.

• On film: Silent versions in 1910 and 1925 were followed by MGM's Technicolor musical masterpiece in 1939, with Judy Garland singing "Somewhere Over the Rainbow." (It lost the best picture Oscar to "Gone With the Wind"). Coming later this year, the animated musical "Dorothy of Oz," with Bernadette Peters as Glinda and "Glee's" Lea Michele as Dorothy.

• In Cleveland: On Aug. 18, 1939, "The Wizard of Oz" opened at Cleveland's Loew's State Theatre. Huge advertisements promised "9,200 living actors," a "Horse of a different color" and "trees that talk and throw apples." The producers also promised the film would "take 10 years off your life!"

• Oz extras: May 31-June 2 is "Oz-Stravaganza '13" in Chittenango, N.Y., the town in which Baum was born (near Syracuse). Food, fun, hot-air balloon rides and Oz-themed contests. oz-stravaganza.

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